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Minimum requirements on shareholder identification and the exercise of their rights

European Commission’s Implementing Regulations 2018/1212

In previousissues of Progreso we have discussed the new European Directive amending Directive 2007/36/EC, 11 July 2007, on the exercise of certain rights held by shareholders in listed companies. The reform was designed to correct the shortcomings noted in large enterprises' corporate governance system and in particular those putting obstacles in the way of shareholders exercising their rights.

The Directive contained new requirements on identification of shareholders, disclosure of information and the exercise of their rights, focusing attention on the intermediaries* and their duty to cooperate in this identification process. This is the background to the publication of these Implementing Regulations, which endeavor to avoid the uneven application of the European Directive's stipulations and, as a result of the former, the creation of incompatible national standards, increased risks and costs of cross-border transactions and additional charges for intermediaries.

The Appendix to the Regulation specifies the minimum requirements that must be met in these areas, but also suggests that intermediaries and other market participants add to this information according to their needs.

Standard formats, interoperability and type of language

To make it easier for shareholders, to exercise their rights, the Regulation encourages the use of technology in communicating with them and between issuers** and intermediaries; for example, the use of standard, machine-readable formats that are interoperable between operators and enable automated processing from start to finish.

Furthermore, the issuer will have to publish the information in the language in which they publish their financial reports and use commonly accepted international finance terminology throughout.

Information disclosure

On the matter of the request to disclose information about shareholders and the response that should be given, the Regulation stipulates that the minimum requirements should ensure a consistent, automated and speedy application of the issuer's right to know who their shareholders are.

General Meeting of Shareholders

Table 3 of the Appendix lays out the minimum information contents that must be given to shareholders when convening general meetings: content of the message, information about the issuer, information about the meeting, the agenda, ways of participating and deadlines, etc.

The Regulation obliges the final intermediary to confirm shareholders’ rights, on request, either to the shareholder or third party nominated by them, by providing them the authorized positions that appear in their records entitling them to exercise their rights at the general meeting. Table 4 of the Appendix lists the minimum requirements on the type of information and data that must be included in the voting document.

To enable shareholders to exercise their rights themselves or else appoint a third-party proxy to do this, it will again be the intermediaries that must send the issuer the notification of their holding, if the issuer so demands, once the shareholder has asked for it. Minimum requirements on the type of information and data points that should be covered in this notification are set out in Table 5 of the Appendix.

Tables 6 and 7 of the Appendix set out the minimum information that must appear in the confirmation of the votes cast online and the confirmation of the registration and voting recount by the issuer to the shareholder or their proxy.

Company documents and other matters

The Regulation also provides for the information that the issuer must provide to intermediaries about company documents other than the general meetings, indicating the sequence of information exchange, dates and time frames that issuers and intermediaries should abide by on these matters and in the procedures to identify shareholders.

Security measures

When issuers and intermediaries are transferring information to shareholders or their proxies, they must apply appropriate measures, both technology-based and organizational, to guarantee the security, confidentiality and authenticity of the information provided.

Furthermore, the intermediary receiving a request from the issuer or their proxy to disclose shareholders' identities, or any other communication covered in the Regulation, must verify that the application or the information received really comes from the issuer.

Application

The Regulation will be obligatory and directly applicable in every member state from 3 September 2020.

* A person as defined in article 2.d) of the 2007/36 Directive and a third-party country intermediary as defined in article e) of the same Directive.

** A company that has its head office in a member state and whose shares are listed on a regulated market that is located or operates in a member state, or a third party appointed by that company to execute the duties specified in this regulation.

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Terms of use

The BBVA Microfinance Foundation (“BBVAMF”) provides users (the “Users”) of this website www.progresomicrofinanzas.org (the “Website”) the following data for their general information, pursuant to article 10 of Act 34/2002, 11th July, on Information Society and E-commerce Services (hereinafter referred to under its Spanish acronym as the “LSSI”):

Registered Name: BBVA Microfinance Foundation

Tax Identification Number: G85088870

Registered Offices: Paseo de Recoletos 10, 28001 Madrid, Spain

Filing: The BBVA Microfinance Foundation is classified as a foundation with a purpose of general interest in social inclusion and aid. It is filed at the single Foundations Registry within State oversight under number 28-1454.

Its supervisory body is the single Foundations Protectorate within State oversight.

Email contact: For any queries, users can contact us at the email address: info.microfinanzas@mfbbva.org

Below, we explain the terms and conditions of use for the Website (the “Conditions of Use”). Users must observe these at all times.

Conditions of Website Use

Acceptance of Use Conditions

These Conditions of Use regulate the use of the Website that BBVAMFF places at its Users disposal.

When Users access and use of the Website this means they have accepted the complete Terms and Conditions of the Website and are obliged to fully comply with them. Consequently, Users should read these Conditions of Use with attention before first using the Website, and do the same whenever they intend to use the Website subsequently, as they may be subject to changes, of which Users will be advised when accessing the Website on future occasions. BBVAMF reserves the right to update, modify and delete these Website Terms and Conditions.

Website Conditions of Use

Users are obliged to make good use of the Website. This means using it in accordance with prevailing legislation, in good faith and with respect towards public order. Users undertake not to use the Website for fraudulent purposes, or to behave in any way that may damage the image, interests and rights of BBVAMF or third parties. Users also undertake not to take any action intended to damage, disable or overload the Website, or that may in any way impede its normal use and operation.

Users are informed that, should they fail to comply with the content or the obligations stemming from the Terms and Conditions of the Website or any other specific terms and conditions established in the Website, BBVAMF reserves the right to limit, suspend or terminate their access to the Website, adopting whatever technical means may be required for this purpose. Likewise, BBVAMF reserves the right to exercise such measures in the event of reasonable suspicions that Users may be breaching any of the Terms and Conditions of the Website or any other specific terms and conditions establish in the Website.

BBVAMF reserves the right to update, modify and delete the information contained in the Website, including the contents and/or services integrated into it. It may also limit or refuse access to such information at any time and without prior warning. Especially, BBVAMF reserves the right to delete, limit or impede access to the Website when technical difficulties arise due to events or circumstances outside the power of BBVAMF that it judges may diminish or annul the levels of security or standards adopted for the proper operation of the Website. For this purpose, BBVAMF reserves the faculty at any time to decide on the continuity of the society information services that it provides on its Website.

Website Content

The intellectual and industrial property rights over the Website, including the layout of its content, the sui generis right over the underlying data bases, the graphic design and user interface (the Website’s look and feel), the underlying computer programs (including source codes and objects), and the various elements comprising the Website (texts, graphs, photos, videos, sound recordings, etc) (the “content”) are owned or managed by BBVAMF and their licensers. The distinctive signage included on the Website (brands and trade names) are owned by BBVAMF and their licensers.

Use of the Website by Users does not entail the assignment of any right over the intellectual and/or industrial property of the Website, the Content and/or the distinctive signage of BBVAMF. To such end, these Conditions of Use expressly forbid Users from reproducing, transforming, distributing, publicly broadcasting, making available, extracting and/or re-using the Website, its Content and/or distinctive signage of BBVAMF or any third parties incorporated into the Website, except in those cases in which it is legally permitted or BBVAMFF has granted prior authorization. BBVAMF reserves the right to take corresponding legal action against Users breaching or infringing intellectual and/or industrial property rights.

BBVAMF grants Users who respect the Website Terms and Conditions authorisation to use the Website, in a non-exclusive manner, during the maximum period in which the intellectual and industrial property rights remain in force pursuant to applicable regulations (except if their access to the Website is suspended on due grounds), for the purpose of Users being able to use the Website in accordance herewith.

Likewise, BBVAMF makes the following declarations:

The information contained in the Website is intended for informational purposes and in no case provides any kind of recommendation. It may never be considered as giving advice on legal, tax, financial, investment or technical matters. Nor does it comprise any offer or guarantee by BBVAMF. It should not be understood as a recommendation to perform transactions. It does not constitute any basis for making decisions one way or another. BBVAMF declines any responsibility for use of the information contained in its Website based on such perception. And specifically, BBVAMF requires Users to comprehend that the information, subject to prevailing regulations in Spain, is not addressed to Users acting under other jurisdictions from other States that may demand compliance with different requirements regarding access, dissemination or publicity of information of this kind.

The information provided by BBVAMF on its Website does not constitute a technical opinion of BBVAMF.

BBVAMF does not accept responsibility for the information contained on its Website responding to Users’ expectations. BBVAMFF is not responsible for the veracity, exactitude, sufficiency, integrity or currency of the information that it has not prepared itself and which is attributed to another source. Nor is BBVAMFF responsible for the opinions or comments that may appear on the Website, since these may be personal opinions or comments of its Users or come from other sources, as indicated.

Third-party opinions voiced in interviews or any other section of the Website do not represent the opinion of BBVAMF, which disclaims any responsibility for them.

BBVAMF reserves the right to update, modify or delete information contained on its Website in the terms described above. It does not accept any commitment to communicate such changes or to amend their content.

Users RECOGNIZE AND ACCEPT the foregoing declarations made by BBVAMF and also GUARANTEE their compliance with the regulations applicable to them as Users of this Website.

Links Policy

Establishment of links with the Website

It is forbidden to establish links to the Website, unless they have been previously authorized by BBVAMF. In all cases, once BBVAMF has authorised a link, it must be established under the following terms:

The link may not comprise frames that permit viewing the Website via Internet addresses other than those of the Website or that in any other way show the information of the Website alongside the content included on other websites.

No website with links to the Website (“Linker Website”) may make any false, inexact or incorrect statement regarding the Website and/or BBVAMF.

In no event does the authorization granted by BBVAMF mean that: (i) BBVAMF sponsors, partners, verifies or supervises the content and/or the services provides via the Linker Website; nor that (ii) BBVAMF is in any way responsible for the content of the Linker Website.

The Linker Website must comply faithfully with the law and may in no event host proprietary or third-party content that: (i) are illicit, in breach of third-party rights, hateful, denigrating, violent, inappropriate or in any way contrary to morality, usage and good behaviour (eg, pornographic, racist, etc); (ii) mislead or may mislead Users to falsely believe that BBVAMF might subscribe to, second, adhere to or in any way support the ideas, manifestations or expressions in the Linker Website; and (iii) are inappropriate or not pertinent with respect to BBVAMF’s activities.

In the event of any of the circumstances described above, BBVAMF may take suitable legal actions.

Linked Websites

In order to help Users find additional information, BBVAMF may include various technical devices that enable Users to access other websites (“Linked Websites”). In such cases, BBVAMF acts as provider of intermediation services, as established in article 17 of the LSSI. Pursuant to this legislation, BBVAMF cannot be held responsible for the services and content provided via the Linked Websites, unless it has effective knowledge that these are illicit and has failed to de-activate the link with due diligence.

In no event does the existence of Linked Websites mean that BBVAMF is recommending, promoting, identifying with or in conformity with the declarations, content or services provided over the Linked Websites. Consequently, BBVAMF accepts no responsibility for the Linked Websites, or their conditions of use or their privacy policies. Users are the only parties responsible for checking these and accepting them each time they access and use the Linked Websites.

Communication of illicit or inappropriate activities

Should Users or any other internet users become aware that any kind of information or content on the Website or provided over the Website is illicit, in breach of third-party rights, hateful, denigrating, violent, inappropriate or in any way contrary to morality, usage and good behaviour, they can contact BBVAMF indicating the following:

their personal data: name, address, telephone number and email address;

description of the grounds on which the content or information is deemed illicit or inappropriate, and the specific address where it can be found;

in the event of third-party rights being breached (eg, intellectual and industrial property), data must be given regarding the holder of the right breached, should this not be the party reporting the breach. Likewise, they should provide the title to the rights breached and, where appropriate, representation to act to the account of the rights-holder when this is not the party reporting the breach.

BBVAMF’s receipt of the communication described in this clause does not mean, pursuant to the LSSI, that it has effective knowledge of the activities and/or content indicated by the reporting party when this is not commonly known or self-evident. In all events, BBVAMF reserves the right to suspend or withdraw the content that, even where licit, is contrary to the standards established in these Conditions of Use, always assessing the legal goods in each dispute.

BBVAMF’s Liability

Users must know that communications over open networks are exposed to a range of threats that mean they are not secure. Users’ responsibility to take suitable technical measures to reasonably control such threats. This includes keeping their malware detection systems up to date to protect against viruses, trojans, etc, and installing the latest versions of the security patches for their browsers. They can request further information on this from their internet access provider, which can suggest suitable solutions for their needs. With the maximum scope permitted by applicable legislation, BBVAMF does not bear responsibility for damage and loss caused to Users as a consequence of risks inherent to the medium employed, nor those occasioned by vulnerabilities in their systems and tools. BBVAMF does not guarantee the total security of its systems either. Although it has adopted adequate security measures, it cannot totally discard the possibility of vulnerabilities existing. Consequently, Users must be careful in their interaction with the Website.

In particular, BBVAMF will not be held responsible for:

Damage and loss of any kind caused in the Users’ hardware by viruses, worms, trojans or any other element of harm.

Damage and loss of any kind caused to Users due to disconnection or faults in the telecommunications network that trigger the suspension, cancellation or interruption of the Website service while using it. In this respect, Users recognise that access to the Website requires services provided by third parties outside BBVAMF’s control (by way of example: telecommunications network operators, access providers, etc), whose reliability, quality, continuity and operation are not the responsibility of BBVAMF, and do not form part of its responsibility to guarantee the availability of the service.

From third-party information in the cases in which BBVAMF acts as intermediation service provider in the sense established by the LSSI, except when there is effective knowledge and the corresponding information has not been withdrawn.

Nor will BBVAMF be held responsible for direct or indirect damage or loss that Users may suffer due to inadequate use of this Website or its content. BBVAMFF does not make any undertaking to communicate changes or modify the content of the Website.

Data protection

Aspects regarding the treatment of Users’ personal data for the use of the Website are regulated in the document on Personal Data Protection.

Use of Cookies

Our Website uses a technology called “cookies”. For further detailed information on just how BBVAMF uses the Cookies, check out our Cookies Policy here.

Applicable Law

Pursuant to article 3 of the LSSI, the laws applicable to information society services that BBVAMF provides through the Website will be those of Spain. Consequently, in any litigation relating to this Website or any disputes about it between Registered Users and BBVAMF will be subject to Spanish legislation.

Personal Information

Data Protection Policy

Basic information

Who is responsible for processing your data? The BBVA Microfinance Foundations

What will your data be used for? To send you the latest issues of the legal news journal Progreso.

Who will receive your data?We will not assign your personal data to third parties unless obliged to do so by law or when you have given consent to such assignment.

What are your rights? You will have the right to access, rectify and suppress your personal data, and other rights as explained in the additional information.

Additional information

What is the purpose of this Personal-Data Protection Policy?

This personal-data protection policy (“Personal-Data Protection policy”) is intended to disclose the way in which we obtain, process and protect the personal data you give us or that we collect over our website, www.progresomicrofinanzas.org (the “Website”) from forms and/or cookies. With such disclosure, you can decide how and whether you wish us to process your data.

The Website is owned by the BBVA Microfinance Foundation (“BBVAMF”). For further information on BBVAMF and the Website, read our legal disclaimer.

In this document, we provide information on the way we treat information that BBVAMF obtains from our Website. Please note that it does not apply to data that third parties may obtain on other websites, even if these are accessed through links from our Website.

We remind you of the importance of reading this Personal-Data Protection Policy each time you are going to use our Website, as it may be subject to changes.

What will we use your personal data for?

For the aims and with the legitimation indicated in each of the forms collecting personal data on our Website.

To help you navigate our Website in line with the Cookies Policy that you can read here.

BBVAMF treats your personal data with full confidentiality. We undertake to maintain your secrecy and guarantee that we will store the data adopting all necessary measures to avoid them being altered, lost, accessed or processed without due authorisation, pursuant to the legal obligations applicable to us as guardians of the personal data you entrust to us.

BBVAMF has implemented the highest levels of security required by law to protect your personal data, and maintains these levels to avoid random loss or unauthorised access, processing or revelation. We update security in line with the latest technology, the nature of the data stored and the risks to which they are exposed.

If you provide us with personal data or information on another person, you are assuming responsibility to comply with data protection regulations and to have obtained their prior consent as applicable and to have informed them of the use that BBVAMF will make of such data pursuant to this Policy.

How long will we keep your data?

We will keep your data exclusively until you decide to stop receiving Progreso, and only for the time period established in the Cookies Policy.

Will anyone else have access to your data?

We will not assign your personal data to third parties unless we are obliged to do so by law or when you consented to the assignment.

When we need your consent to communicate personal data to third parties, the forms collecting your data will inform you of how we may use them, which data will be communicated and the identity or business sectors of the parties to which we may assign the data.

To offer you a suitable service and manage the relationship we have with you as a reader, your data are processed by a communications company we have hired exclusively for sending out Progreso. With the same transparency, you can consult the Cookies Policy of the third parties that receive personal data through cookies from our Website.

Does BBVAMFF use cookies on this Website?

Our Website uses a technology called “cookies”. For further detailed information on just how BBVAMF uses the cookies, check out our Cookies Policy here.

Does BBVAMFF use links to other websites?

The Website may contain links to other websites. Please bear in mind that BBVAMF is not responsible for the privacy and treatment given to personal data on other websites. This document on our Personal-Data Protection Policy is exclusively applicable to the information collected on our Website by BBVAMF. We recommend that you read the policies regarding personal data on the other websites that you link to via our Website or that you may visit from any other source. You can also obtain more information on our Links Policy in our Legal Disclaimer here.

What are your rights when you provide us with your data?

Likewise, whenever you wish, you can withdraw your consent whether or not the treatment was licit.

Simply send your request to the email address contacto@progresomicrofinanzas.org, or send a letter addressed to BBVAMF Legal Services at Paseo de Recoletos 10, 28001 Madrid, Spain. Remember to attach a copy of your national identity document or equivalent to your request, so that we can be sure you are you.